U.S. SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-KSB

                                   (Mark One)

          [X] ANNUAL REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                   For the fiscal year ended February 1, 2004

        [ ] TRANSITION REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

            For the transition period from ........... to ...........

                         Commission file Number 0-00167

                        THE VILLAGE GREEN BOOKSTORE, INC.
                 (Name of small business issuer in its charter)

<TABLE>
<CAPTION>
<S>                                                                   <C>
New York                                                              16-1181167

(State or other jurisdiction of incorporation or organization)        (I.R.S. Employer
                                                                      Identification No.)
</TABLE>

                               2541 Monroe Avenue
                                    Suite 301
                            Rochester, New York 14618

               (Address of principal executive offices) (Zip Code)

                     Issuer's telephone number (585)244-1840

        Securities registered pursuant to Section 12(b) of the Act: None

         Title of each class Name of each exchange on which registered:

           Securities registered pursuant to Section 12(g) of the Act:


<PAGE>

                         Common Stock, Par Value $0.001
                                (Title of class)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes ........... No
....X........

Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure will be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB.

The issuer's revenues for its most recent fiscal year: $-0-.

The aggregate market value of voting stock held by non-affiliates computed on
the basis of the last sale price on May 20, 2004, was nil.

As of May 20, 2004, the Registrant had outstanding 10,000,000 shares of Common
Stock, par value $0.001.

Documents incorporated by reference: None.

Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes ........... No ...........

--------------------------------------------------------------------------------
PART I

ITEM 1. DESCRIPTION OF BUSINESS.

Village Green Bookstore, Inc. ("VGB") was engaged in the business of book and
entertainment retailing, with several retail outlets in the states of New York
and Pennsylvania. Competitive pressure from national booksellers' entry into
VGB's markets forced VGB into financial distress, and on April 8, 1998, VGB
sought protection of the Bankruptcy Court by filing a voluntary petition under
Chapter 11 of the Bankruptcy Code. VGB's attempts to reorganize prepetition
business operations were unsuccessful and on April 16, 1999, the case was
converted to a case under Chapter 7 of the Bankruptcy Code. Michael Arnold was
appointed trustee who subsequently liquidated all known assets of VGB. The
trustee distributed the proceeds from liquidation of assets to creditors
pursuant to the priorities set forth in the Bankruptcy Code. VGB remained
dormant from May 1999 until April 2000. Thereafter, the case was reconverted to
Chapter 11 by Order of the Court entered May 21, 2001.


<PAGE>


The Chapter 7 trustee sold approximately 6,258,645 shares of authorized,
unissued and unregistered common stock to E-Cap Ventures, Inc. after appropriate
notice and a hearing by order of the court entered April 14, 2000. In July 2000,
a proposed plan of reorganization was submitted by E-Cap Ventures, Inc., the
majority shareholder of VGB. The proposed plan of reorganization and merger with
E-Cap Ventures, Inc. was submitted to the shareholder for approval. The proposed
plan of reorganization was subsequently rescinded. VGB has been seeking a
suitable merger candidate as part of its plan to reorganize. VGB has had no
operations since this time.

Employees
---------

VGB has no employees.

ITEM 2. DESCRIPTION OF PROPERTY.

VGB owns no property.

ITEM 3. LEGAL PROCEEDINGS.

N/A

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

E-Cap Ventures, Inc. merger proposal was subsequently withdrawn.

--------------------------------------------------------------------------------
PART I

ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS
ISSUER PURCHASES OF EQUITY SECURITIES.

VGB's stock is traded on the Pink Sheets.  Last trade was $.002.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.


VGB has had no revenues from operations, nor conducted any operating activities,
since March 1999. VGB's attempts to reorganize prepetition business operations
were unsuccessful and on April 16, 1999, the case was converted to a case under
Chapter 7 of the Bankruptcy Code. Michael Arnold was appointed trustee who
subsequently liquidated all known assets of VGB. The trustee distributed the
proceeds from liquidation of assets to creditors pursuant to the priorities set
forth in the Bankruptcy Code. VGB remained dormant from May 1999 until April
2000. Thereafter, the case was reconverted to Chapter 11 by Order of the Court
entered May 21, 2001. The Chapter 7 trustee sold approximately 6,258,645 shares
of authorized, unissued and unregistered common stock to E-Cap Ventures, Inc.
after appropriate notice and a hearing by order of the court entered April 14,
2000.


<PAGE>


In July 2000, a proposed plan of reorganization was submitted by E-Cap Ventures,
Inc., the majority shareholder of VGB. The proposed plan of reorganization and
merger with E-Cap Ventures, Inc. was submitted to the shareholder for approval.
The proposed plan of reorganization was subsequently recinded. VGB has been
seeking a suitable merger candidate as part of its plan to reorganize. VGB has
had no operations since this time.

Management's Business Plan is to maintain the legal status of the Corporation
with a view to its subsequent reorganization with a privately-held company
(Labtech Systems Inc.) engaged in the development of internet and web based
technologies and marketing of software E-Mail programs over the internet.

PLAN OF REORGANIZATION

The Company has submitted a proposed plan of Reorganization to the Bankruptcy
Court. The Company intends to merge with Labtech Systems Inc., a Canadian
software development company. Labtech's business operations consist of
consulting services and is an internet application solution provider that has
developed an innovative solution to children's e-mail and chat called choozmail,
which allows a parent to have full control over their children's e-mail and chat
room activity. This product utilizes positive reply technology and only lets
through valid e-mail blocking all electronic generated spam and junk e-mail.

Under the proposal Labtech will issue 150,000 shares of common stock in full
satisfaction of any and all outstanding claims of the creditors. Labtech will
exchange 100,000 shares of its common stock for approximately 3,741,355
pre-petition shares of Village Green that were issued and outstanding. The
exchange will result in the one new share being issued for each thirty-seven
shares currently outstanding. In addition, E-Cap Ventures will transfer
3,158,645 shares of common stock to Labtech, to make a total of 6,650,000 shares
to be issued to Labtech Systems Inc. pursuant to the Plan of Merger. E-Cap
Ventures will retain and own 3,100,000 shares of common stock of the reorganized
Company.

Subsequent to confirmation of the proposed plan of reorganization by the
Bankruptcy Court, Labtech will cause an appropriate Registration Statement on
Form SB-2 to be prepared and filed with the United States Securities and
Exchange Commission to register all of the shares to be issued in connection
with such plan of reorganization.


THE BUSINESS OF LABTECH SYSTEMS INC.

From 1995 to the end December 1999 Luiz O. Brasil and Jose Gustavo Brasil
operated as sole proprietors developing products to enhance productivity for
various clients. In this period they developed "DynamicHub", a state-of-the-art
web administration suite of products to assist businesses with o Web Application
Design and Development o E-Commerce Online Business o Corporate Internet
connection and integration services o Network design, installation and support


<PAGE>


services to manage their e-commerce/business solutions. With DynamicHub,
companies are significantly reducing web development/administration costs,
increasing productivity and sales as well as improving workflow quality. o
GLOBAL ACCESSIBILITY: Dissolves all departmental and geographic boundaries; any
user with a telephone line, a laptop, a modem and a password can access it. In
addition, all desktop operating environments from PC to Macintosh are supported.
o POWERFUL DATA MANAGEMENT AND SCALABILITY: Retrieval, use and management of
complex information are possible through the Web's ability to handle more users
and data than any other network in history. o EASE OF USE: With a user-friendly
graphical interface, access to information is only a mouse click away. o COST
EFFICIENCY: Taking advantage of the Web's existing architecture and software
standards, the cost of ownership is much less than an in-house proprietary
system. In addition, when developing applications based on open standards, you
have very high levels of scalability. o SECURITY: Whether the security is gained
by placing the software behind a firewall, or by using a secure socket system
that provides only password access, our software will limit access to a known
controlled group o Innovative new solutions, an easy, fast to implement database
driven plug in web solutions. In January 2000, Luiz and Gustavo Brasil jointly
transferred the technology into Labtech Systems Inc. The Corporation filed in
the Province of Ontario, Canada on December 30, 1998 and received the documents
stating the Corporation filing number is 1332915. Labtech Systems Inc. is
headquartered in the City of Mississauga, Ontario, Canada. Labtech is an
Internet application solution provider that developed an innovative new ASP
(Internet) suite of products to enhance productivity and security solutions.
These products enable Labtech to create a strong customer driven, service
oriented organization. to its customers' Internet requirements. Establishing
service excellence is a direct result of the collective technical skills that is
provided. This in conjunction with the technology, enhances the client's
business needs by providing: o Web Application Design and Development o
E-Commerce Online Business o Corporate Internet connection and integration
services o Network design, installation and support services our products
enabled us to create a strong customer driven, service oriented organization. By
mid July of 2000 Labtechs total focus was on the development of technology to
provide solutions for Internet users to deal with spam and junk mail.

EMCOMM was designed by implementing the technology within DynanicHub and
engineered too provide the solutions to deal with the nuance of spam (junk
mail), giving total control over emails and attachments with full administrative
functions. The features provided by EMCOMM are o Each user has unlimited email
access o Emails can be monitored based on profile setting.o All information
stored in a centralized database.o Information never downloaded to personal
computers. o 100% Spam Free environment. o No filter needed. o Complete control
of attachments o Includes task management capabilities o Automated reminder
service o A known user interface (minimal training) o Totally Web enabled o Rich
in administration and security features o Uses proven technology o Centralize
email accounts o emails can be exchanged through Web Services (XML). The Labtech
platform is designed to enable corporations to efficiently send and receive data
over a secure, Internet-environment. EMCOMM is the solution which enables
businesses to optimize the use of the Internet with a sophisticated system which


<PAGE>


allows the user to manage a database with set rules without exception. EMCOMM is
user independent thus enabling them to manage all self data input which provides
a strong emphasis on the back-end reporting with unique, solutions centered
diagnostics of each function. Labtech systems go beyond the simple basics of
facilitating B-2-B electronic commerce by functioning as a Resource Management
Data Repository and Information Systems partner. EMCOMM provides a
state-of-the-art solution that enables a 100% electronic spam free environment.
EMCOMM addresses future needs such as peer-to-peer Web Service (XML) connection.
Companies are aggressively looking at this method of data exchange since it uses
standard protocols with greater security. EMCOMM was designed and optimized for
the use of Web-Services

Choozmail was designed from the ground up to solve two basic problems regarding
email use Control & Security. Labtech Systems Inc. has applied for US Patents on
the technology. The transmission of emails with attachments i.e. pornography.
Choozmail has several tools for the complete control and administration of all
emails and attachments. Each email cycle can be individual tracked including
attachment downloads which are individually time stamped.. Unsolicited email
from pedophiles with direct contact through chat on the internet become a threat
to parents with small children. Choozmail emulates a common email application
with the difference being it does not use POP3 or SMTP servers to transmit and
receive emails All information is stored in a centralized database environment
facilitating the track ability as well as administration of emails and
attachments. Second, all external communication with Choozmail (sending or
receiving emails from conventional email servers) is done by an independent
poling routine embedded into Choozmail. This routine is fully rule based and
only lets through valid email blocking all electronic generated Spam and junk
email. By 2005, 68% of online users will be outside of North America; Choozmail
will be available in English, Spanish, French, German and Chinese.


ITEM 7. FINANCIAL STATEMENTS.

See the financial statements attached to this report.

Also see Labtech Systems financial statements attached to this report.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

Not applicable.

ITEM 8A. CONTROLS AND PROCEDURES

Not Applicable.

<PAGE>

PART III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

The directors and executive officers of VGB are as follows:

     Name                                      Age            Position
     ----                                      ---            --------
Morris Diamond                                 83             President

ITEM 10. EXECUTIVE COMPENSATION.

No compensation has been received by any executive of VGB.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.

The following table sets forth certain information as of May 20, 2004 concerning
the common stock owned by each officer and director of VGB and each other person
known to VGB to be the beneficial owner of more than five percent (5%) of VGB's
common stock.

                                 Amount and Nature of
                                  Beneficial Ownership               Percentage
Name                               Number of Shares (1)              Ownership
----                             ----------------------              ---------
E-Cap Ventures, Inc. (1)           6,258,645                          62.6%

     (1) The shareholders of E-Cap Ventures are as follows:

                Morris Diamond                   President, Director   6.0%
                Shirley Diamond   Wife           Secretary, Treasurer  6.0%
                The Diamond Family
                Children and Grandchildren                            88.0%
                                                                      -----
                                                                     100.0%
                                                                     ======

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Not applicable.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

None.


<PAGE>


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

No fees have been billed.



SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized, on July 12, 2004.

                                          VILLAGE GREEN BOOKSTORE, INC.


                                          By:  /s/ Morris Diamond
                                               ---------------------------------
                                                   Morris Diamond, President and
                                                   Principal Financial Officer


<PAGE>


                 VILLAGE GREEN BOOKSTORE, INC. AND SUBSIDIARIES
                            (A NEW YORK CORPORATION)
                               Rochester, New York

                 ----------------------------------------------
                                FINANCIAL REPORTS
                                       AT
                                FEBRUARY 1, 2004
                 ----------------------------------------------


<PAGE>


VILLAGE GREEN BOOKSTORE, INC. AND SUBSIDIARIES
(A NEW YORK CORPORATION)

Rochester, New York


<TABLE>
<CAPTION>
TABLE OF CONTENTS
------------------------------------------------------------------------------------------
<S>                                                                                 <C>


Balance Sheets at May 2, 2004, February 1, 2004, February 2, 2003, February 3,
  2002, January 28, 2001, January 30, 2000, January 31, 1999 and January 8,
  1999 (Unaudited)                                                                    1

Statement of Net Liabilities in Liquidation for the Period from January 8,
  1999 through May 2, 2004 (Unaudited)                                                2

Consolidated Statement of Operations for the Period February 2, 1998
  To January 7, 1999 (Unaudited)                                                    3 - 4

Notes to Financial Statements                                                         5
</TABLE>


<PAGE>

VILLAGE GREEN BOOKSTORE, INC. AND SUBSIDIARIES
(A NEW YORK CORPORATION)
ROCHESTER, NEW YORK

<TABLE>
<CAPTION>
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
====================================================================================================================================


                                                     May 2,      February 1,      February 2,      February 3,      January 28,
                                                      2004          2004             2003             2002            2001
------------------------------------------------------------------------------------------------------------------------------------
ASSETS
<S>                                             <C>              <C>              <C>              <C>              <C>
Current Assets
Cash and Cash Equivalents
Accounts Receivable - Net of Allowance for
  Doubtful Accounts
Inventory - Net of Valuation Allowance
Prepaid Expenses and Other Current Assets
------------------------------------------------------------------------------------------------------------------------------------

Total Current Assets

Property and Equipment - Net of Accumulated
  Depreciation

Other Assets
------------------------------------------------------------------------------------------------------------------------------------

Total Assets
====================================================================================================================================

LIABILITIES AND NET LIABILITIES IN LIQUIDATION


Current Liabilities
Current Portion of Long-Term Debt
Accounts Payable                                $ 1,856,682      $ 1,856,682      $ 1,856,682      $ 1,856,682      $ 1,856,682
Accrued Payroll
Accrued Sales Taxes Payable
Other Current Liabilities
------------------------------------------------------------------------------------------------------------------------------------

Total Liabilities                                 1,856,682        1,856,682        1,856,682        1,856,682        1,856,682
------------------------------------------------------------------------------------------------------------------------------------
Net Liabilities in Liquidation                  $(1,856,682)     $(1,856,682)     $(1,856,682)     $(1,856,682)     $(1,856,682)
====================================================================================================================================
</TABLE>

[TABLE CONTINUED]
<TABLE>
<CAPTION>
====================================================================================================
                                                     Liquidation      Liquidation      Liquidation
                                                        Basis            Basis           Basis
                                                     January 30,      January 31,      January 8,
                                                        2000             1999            1999
----------------------------------------------------------------------------------------------------

ASSETS

<S>                                                 <C>              <C>              <C>
Current Assets
Cash and Cash Equivalents                                            $    36,747      $    44,873
Accounts Receivable - Net of Allowance for
  Doubtful Accounts                                                          778              785
Inventory - Net of Valuation Allowance                                   277,936          328,717
Prepaid Expenses and Other Current Assets                                     --               --
----------------------------------------------------------------------------------------------------

Total Current Assets                                                     315,461          374,375

Property and Equipment - Net of Accumulated
  Depreciation                                                            15,587           18,572

Other Assets                                                                  --               --
----------------------------------------------------------------------------------------------------

Total Assets                                                         $   331,048      $   392,947
====================================================================================================

LIABILITIES AND NET LIABILITIES IN LIQUIDATION


Current Liabilities
Current Portion of Long-Term Debt
Accounts Payable                                    $ 1,866,682      $ 1,866,682      $ 1,920,455
Accrued Payroll
Accrued Sales Taxes Payable
Other Current Liabilities
----------------------------------------------------------------------------------------------------

Total Liabilities                                     1,866,682        1,866,682        1,920,455
----------------------------------------------------------------------------------------------------

Net Liabilities in Liquidation                      $(1,866,682)     $(1,535,634)     $(1,527,508)
====================================================================================================
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                      - 1 -

<PAGE>


VILLAGE GREEN BOOKSTORE, INC. AND SUBSIDIARIES
(A NEW YORK CORPORATION)
ROCHESTER, NEW YORK


STATEMENT OF NET LIABILITIES IN LIQUIDATION (LIQUIDATION BASIS) (UNAUDITED)
--------------------------------------------------------------------------------
                                                                     For the
                                                                   Period From
                                                                 January 8, 1999
                                                                  to May 2, 2004
--------------------------------------------------------------------------------

NET LIABILITIES IN LIQUIDATION AT JANUARY 8, 1999                   $(1,527,508)
Recoveries and Refunds, net                                              (8,126)
--------------------------------------------------------------------------------

NET LIABILITIES IN LIQUIDATION AT JANUARY 31, 1999                   (1,535,634)

Recoveries and Refunds, net                                            (331,048)
--------------------------------------------------------------------------------

NET LIABILITIES IN LIQUIDATION AT JANUARY 30, 2000                   (1,866,682)

Recoveries and Refunds, net                                              10,000
--------------------------------------------------------------------------------

NET LIABILITIES IN LIQUIDATION AT JANUARY 28, 2001                   (1,856,682)

Recoveries and Refunds, net                                                  --
--------------------------------------------------------------------------------

NET LIABILITIES IN LIQUIDATION AT FEBRUARY 3, 2002                   (1,856,682)

Recoveries and Refunds, net                                                  --
--------------------------------------------------------------------------------

NET LIABILITIES IN LIQUIDATION AT FEBRUARY 2, 2003                   (1,856,682)

Recoveries and Refunds, net                                                  --
--------------------------------------------------------------------------------

NET LIABILITIES IN LIQUIDATION AT FEBRUARY 1, 2004                   (1,856,682)

Recoveries and Refunds, net                                                  --
--------------------------------------------------------------------------------

NET LIABILITIES IN LIQUIDATION AT MAY 2, 2004                       $(1,856,682)
--------------------------------------------------------------------------------


   The accompanying notes are an integral part of these financial statements.

                                      - 3 -

<PAGE>


VILLAGE GREEN BOOKSTORE, INC. AND SUBSIDIARIES
(A NEW YORK CORPORATION)
ROCHESTER, NEW YORK

<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF OPERATIONS
====================================================================================================================================

Years Ending February 2,                           1997               1998                1999              2000             2001
------------------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>                <C>                <C>               <C>             <C>
NET SALES                                        $ 8,069,316        $ 3,361,143        $  755,765        $  218,684      $   76,997

COST OF GOODS SOLD                                 5,621,528          2,176,807           653,394           343,751              --

GROSS PROFIT                                       2,447,788          1,184,336           102,371          (125,067)         76,997

OPERATING EXPENSES
Selling, General and Administrative                4,100,893          2,050,148           548,012           104,374              --
Other Expenses                                     1,025,818

LOSS FROM OPERATIONS                              (2,678,923)          (865,812)         (445,641)         (229,441)         76,997

OTHER INCOME (EXPENSE)
Sundry                                                 9,258                               (4,317)
Interest Expense                                    (122,716)                                                                    57
Amortization of Debt Issuance Costs                  (23,781)
Loss on Disposal of Property and Equipment            (8,378)        (1,215,413)          (81,034)          (43,509)       (182,418)
Legal and Accounting Expenses                                                                                                (3,104)
Miscellaneous Income

TOTAL OTHER INCOME (EXPENSE)                        (145,617)        (1,215,413)          (85,351)          (43,509)       (185,465)

INCOME (LOSS) BEFORE INCOME TAXES                 (2,824,540)        (2,081,225)         (530,992)         (272,950)       (108,468)

Income Taxes                                           6,500               (473)               --                --              --

New York State Taxes                                      --                                                                    100

NET INCOME (LOSS)                                $(2,831,040)       $(2,080,752)       $ (530,992)       $ (272,950)     $ (108,568)
====================================================================================================================================
INCOME (LOSS) PER COMMON SHARE
  BASIC                                          $     (0.75)       $     (0.55)       $    (0.14)       $    (0.07)     $    (0.01)
  DILUTED                                        $     (0.75)       $     (0.55)       $    (0.14)       $    (0.07)     $    (0.01)

WEIGHTED AVERAGE NUMBER OF SHARES                  3,741,355          3,741,355         3,741,355         3,741,355       7,653,008
====================================================================================================================================
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                      - 4 -

<PAGE>


VILLAGE GREEN BOOKSTORE, INC. AND SUBSIDIARIES
(A NEW YORK CORPORATION)
ROCHESTER, NEW YORK


NOTES TO FINANCIAL STATEMENTS
================================================================================

NOTE A -  THE COMPANY
          The  Company was  engaged in the  business  of book and  entertainment
          retailing,  with several  retail outlets in the states of New York and
          Pennsylvania.  Competitive  pressure from national  booksellers' entry
          into the Company's markets forced the Company into financial distress,
          and on April 8, 1998, the Company sought  protection of the Bankruptcy
          Court  by  filing  a  voluntary  petition  under  Chapter  11  of  the
          Bankruptcy  Code.  The Company's  attempts to  reorganize  prepetition
          business  operations were unsuccessful and on April 16, 1999, the case
          was  converted  to a case under  Chapter 7 of the  Bankruptcy  Code. A
          trustee was appointed who subsequently  liquidated all known assets of
          the Company.  The trustee distributed the proceeds from liquidation of
          assets  to  creditors  pursuant  to the  priorities  set  forth in the
          Bankruptcy  Code.  The Company  remained  dormant  from May 1999 until
          April  2000.  Thereafter,  the case was  reconverted  to Chapter 11 by
          Order of the Court  entered May 21,  2001.  The Chapter 7 trustee sold
          approximately   6,258,645   shares   of   authorized,   unissued   and
          unregistered  shares of common  stock to E-Cap  Ventures,  Inc.  after
          appropriated  notice and a hearing by order of the court entered April
          14, 2000.

NOTE B -  BASIS OF PRESENTATION
          The financial statements from January 8, 1999 to February 1, 2004 have
          been  prepared  on the  liquidation  basis of  accounting.  Under  the
          liquidation basis of accounting,  assets are stated at their estimated
          realizable  values and  liabilities  are  stated at their  anticipated
          settlement  amount,  if reasonably  estimable.  Because the Company no
          longer has business  operations or  operating,  investing or financing
          activities while in liquidation,  the Company's  financial  statements
          are presented for the entire period of  liquidation of assets to date.
          The financial  information has been derived from the periodic  reports
          filed with the bankruptcy  trustee and the  bankruptcy  court and have
          not been  subjected to audit.  The  accounting  records and  financial
          information for the period august 1997 through the date of liquidation
          of all corporate  assets in April 1999 no longer exist.  The financial
          statements  included in this report on Form 10-KSB are  unaudited  and
          report the best  information  available to reflect the  liquidation of
          the Company's assets based on court documents and Company tax returns.

NOTE C -  DELINQUENT SECURITIES ACT FILINGS
          The Company has been delinquent in filing its period financial reports
          pursuant to the  requirements  of the  Securities  and Exchange Act of
          1934, as amended,  and has not filed any reports since August of 1997.
          Because the Company is unable to comply with the  requirements  of the
          Securities and Exchange Act to provide  audited annual reports on Form
          10-KSB and has been  delinquent  in its filings,  the Company may been
          subjected,  without notice, to an administrative  proceeding to revoke
          its  registration  under the 1934 Act as well as the suspension of any
          trading in its common stock.

NOTE D -  DELINQUENT TAX RETURNS
          The Company  has not filed any  corporate  tax returns  since July 31,
          2000 when it ceased  conducting any business and became  dormant.  The
          Company  has not paid its New York State  Franchise  taxes  since such
          date and is not in good standing in New York State.


                                       -5-
<PAGE>


VILLAGE GREEN BOOKSTORE, INC. AND SUBSIDIARIES
(A NEW YORK CORPORATION)
ROCHESTER, NEW YORK


EXHIBITS TO 10K
================================================================================

Proposed Agreement and Plan of Merger with Labtech Systems, Inc.

Interim Unaudited Financial Statements of Labtech Systems, Inc. for the Nine
Months Ended April 30, 2004 and 2003

Audited Financial Statement of Labtech Systems, Inc. for the Years Ended July
31, 2003 and 2002

Value Added Resale Proposal and Agreement with Brick Enterprises Limited


<PAGE>


                                MERGER AGREEMENT

AGREEMENT, made this JUNE 9, 2003, by and between VILLAGE GREEN BOOKSTORES INC.
('VGBK") and LABTECH SYSTEMS INC. ("LABTECH") is for the purpose of setting
forth the terms and conditions upon which VGBK will acquire all of the issued
common shares of LABTECH to facilitate a reverse merger between the two
companies.

In consideration of the mutual promises, covenants, and representations
contained herein,

                      THE PARTIES HERETO AGREE AS FOLLOWS:

ARTICLE I

Subject to the terms and conditions of this Agreement, VGBK agrees to exchange
6,665,000 new common shares with LABTECH for all of their issued common stock.

LABTECH has agreed to assign all rights, assets, liabilities and intellectual
property and technology to Village Green Bookstores Inc.

LABTECH agrees that upon the completion of the application dismissing VGBK from
Chapter 11 bankruptcy court LABTECH will complete the reverse merger with VGBK
within the terms and conditions of the REVERSE MERGER AGREEMENT

REPRESENTATIONS AND WARRANTIES

The Shareholders, jointly and severally represent and warrant to LABTECH that
the following shall be true and correct in all respects as of the closing (as
defined in Article IV of this Agreement).


2.01 ORGANIZATION. VGBK is a corporation duly organized, validly existing, and
in good standing under the laws of THE STATE OF NEW YORK, has all necessary
corporate powers to own properties and carry on a business, and is duly
qualified to do business and is in good standing in THE STATE OF NEW YORK. All
actions taken by the Incorporators, Directors and/or shareholders of VGBK have
been valid and in accordance with the laws of THE STATE OF NEW YORK.

2.02 CAPITAL.

10,000,000  common shares authorized                         Par Value  $.0001
 6,650,000  issued to LABTECH
 3,350,000            Existing Shareholders, Creditors


<PAGE>


All outstanding shares are fully paid and non assessable, free of liens,
encumbrances, options and legal or equitable rights of others not a party to
this Agreement. At closing, there will be no outstanding subscriptions, options,
rights, warrants, convertible securities, or other agreements or commitments
obligating VGBK to issue or to transfer from treasury any additional shares of
its capital stock. None of the outstanding shares of VGBK are subject to any
stock restriction agreements. There are approximately 989 bona fide shareholders
of VGBK. All of such shareholders have valid title to such shares and acquired
their shares in a lawful transaction and in accordance with THE STATE OF NEW
YORK corporate law.

2.03 FINANCIAL STATEMENTS Attached to this Agreement includes the balance sheets
of VGBK as of May 30, 2003, and the related statements of income and retained
earnings for the period then ended. VGBK WILL HAVE NO ASSETS OR LIABILITIES
PRIOR TO CLOSING. The financial statements have been prepared in accordance with
generally accepted accounting principles consistently followed by VGBK
throughout the periods indicated, and fairly present the financial position of
VGBK as of the date of the balance sheet included in the financial statements,
and the results of its operations for the periods indicated.

2.04 ABSENCE OF CHANGES. Since MAY 30, 2003, there has not been any change in
the financial condition or operations of VGBK, except changes in the ordinary
course of business, which changes have not in the aggregate been materially
adverse.

2.05 LIABILITIES. VGBK did not as of MAY 30, 2003, have any debt, liability, or
obligation of any nature, whether accrued, absolute, contingent, or otherwise,
and whether due or to become due, that is not reflected in VGBK balance sheet as
of MAY 30, 2003. The Shareholders are not aware of any pending, threatened or
asserted claims, lawsuits or contingencies involving VGBK or its common stock.
There is no dispute of any kind between VGBK and any third party, and no such
dispute will exist at the closing of this Agreement. At closing, VGBK will be
free from any and all liabilities. liens, claims and/or commitments.

2.06 TAX: RETURNS. Within the times and in the manner prescribed by law, VGBK
has filed all federal, state, and local tax returns required by law and has paid
all taxes, assessments, and penalties due and payable. No federal income tax
returns of VGBK have been audited by the Internal Revenue Service. The provision
for taxes, if any, reflected in VGBK balance sheet as of MAY 30, 2003 is
adequate for any and all federal, state, county, and local taxes for the period
ending on the date Of that balance sheet and for all prior periods, whether or
not disputed. There are no present disputes as to taxes of any nature payable by
VGBK

2.07 ABILITY TO CARRY OUT OBLIGATIONS. The Shareholders have the right, power,
and authority to enter into, and perform their obligations under this Agreement.
The execution and delivery of this Agreement by the Shareholders and the
performance by the Shareholders of their obligations hereunder will not cause,
constitute, or conflict with or result in (a) any breach or violation or any of
the provisions of or constitute a default under any license, indenture,
mortgage, charter, instrument, articles of incorporation, bylaw, or other
agreement or instrument to which VGBK or the Shareholders are a party, or by
which they may be bound, nor will any consents or authorizations of any party
other than those hereto be required, (b) an event that would cause VGBK to be
liable to any party, or (c) an event that would result in the creation or
imposition of any lien, charge, or encumbrance on any asset of VGBK or upon the
securities of VGBK to be acquired by LABTECH.

2.08 FULL DISCLOSURE, None of representations and warranties made by the VGBK,
or in any certificate or memorandum furnished or to be furnished by the VGBK, or
on their behalf, contains or will contain any untrue statement of a material
fact, or omit any material fact, the omission of which would be misleading.


<PAGE>

2.09 CONTRACTS AND LEASES. VGBK is not a party to any contract, agreement or
lease. No person holds a power of attorney from VGBK.

2.10 COMPLIANCE WITH LAWS. VGBK has complied with, and is not in violation of
any federal, state, or local statute, law, and/or regulation pertaining to VGBK.
VGBK has complied with all federal and state securities laws in connection with
the offer, sale and distribution of its securities. At the time VGBK filed its
Form D with the Securities and Exchange Commission, VGBK was entitled to use the
exemption provided by Section 504 of the Securities and Exchange Commission
relative to the exchange of its shares or any other transaction described in
such Form D,

2.11 LITIGATION. VGBK is not subject to or in default with respect to any order,
writ, injunction, or decree of any federal, state, local, or foreign court,
department agency, or instrumentality.

2.12 CONDUCT OF BUSINESS. Prior to the closing, VGBK shall conduct its business
in the normal course, and shall not without the prior written approval of
LABTECH:

          (i)   sell, pledge, or assign any assets

          (ii)  amend its Articles of Incorporation or Bylaws,

          (iii) declare dividends. redeem or sell stock or other securities,

          (iv)  incur any liabilities,

          (v)   acquire or dispose of any assets, enter into any contract,
                guarantee obligations of any third party, or

          (vi)  enter into any other transaction.

2.13 CORPORATE DOCUMENTS. Copies of each of the following documents, which are
true, complete and correct in all material respects, will be attached to and
made a part of this Agreement:

          (i)   Minute Books and Articles of Incorporation;

          (ii)  By laws;

          (iii) Minutes of Shareholders Meetings;

          (iv}  Minutes of Directors Meetings;

          (v)   A Letter from our attorney attesting to the validity and
                condition of the Corporation

          (vi)  Stock certificates representing 6,665,000 shares you purchased
                registered in the names you designate.

          (vii) Stock certificate records of VGBK and a current, accurate list
                of VGBK shareholders


<PAGE>


          (viii)The I.R.S. ID No. 16 - 1181167

          (ix)  Balance Sheet as of MAY 30, 2003, together with other financial
                statements described in Section 2.03;

          (x)   Copies of all federal and state income tax returns of VGBK;

2.14 CLOSING DOCUMENTS. All minutes, consents or other documents pertaining to
VGBK to be delivered at closing shall be valid and in accordance with the laws
of THE STATE OF NEW YORK.

2.15 TITLE. VGBK has good and marketable title to the securities exchanged with
LABTECH pursuant to this Agreement. The securities to be exchanged with LABTECH
will be, at closing, free and clear of all liens, security interests, pledges.
charges, claims or encumbrances of any kind. None of such Shares are or will be
subject to any voting trust or agreement. No person holds or has the right to
receive any proxy or similar instrument with respect to such shares. Except as
provided in this Agreement. The Shareholders are not parties to any agreement
which offers or grants to any person the right to purchase or acquire any of the
securities to be exchanged with LABTECH. There is no applicable local, state or
federal law, rule, regulation, or decree which would, as a result of the
purchase of the Shares by LABTECH, impair. restrict or delay LABTECH voting
rights with respect to the Shares.

ARTICLE III

INVESTMENT INTENT


LABTECH agrees that the securities being acquired pursuant to this Agreement may
be sold, pledged, assigned, hypothecate or otherwise transferred, with or
without consideration ("Transfer") only pursuant to an effective registration
statement under the Act, or pursuant to an exemption from registration under the
Act, the availability of which is to be established to the satisfaction of VGBK.
LABTECH agrees. prior to any Transfer, to give written notice to VGBK expressing
the desire to effect the Transfer and describing the proposed Transfer.


ARTICLE IV

CLOSING


The closing of this transaction will occur when all of the documents and/or
consideration described below have been delivered. If this Agreement is
terminated due to the failure of VGBK to provide the documents specified below,
then all consideration paid by LABTECH shall be returned to LABTECH. If this
Agreement is terminated by due to the failure of LABTECH to provide the
consideration specified below, then all amounts previously paid by LABTECH will
be forfeited to VGBK.


<PAGE>


BY VGBK

A.   A certificate or certificates for 6,665,000 shares of VGBK common stock
     registered in the name of LABTECH or its designees.

B.   The resignation of all officers of VGBK.

C.   A Board of Directors resolution appointing LABTECH designees as directors
     of VGBK.

D.   The resignation of all the directors of VGBK, except LABTECH designees,
     dated subsequent to the resolution described in C. above.

E.   Certified financial statements of VGBK, which shall include a balance sheet
     dated as of May 30, 2003, and statements of operations, stockholders'
     equity and ' cash flows for the twelve month period then ended. The
     financial statements of VGBK shall be covered by a report of a certified
     public accountant. The accountant's report shall state that the accountant
     conducted his audit in accordance with generally accepted auditing
     standards, that his audit provided a reasonable basis for his opinion, and
     that in his opinion. the financial statements covered by the report present
     fairly, in all material respects, the financial position of VGBK as of MAY
     30, 2003, and the results of its operations and its cash flows for the
     twelve months ended MAY 30, 2003, in conformity with generally accepted
     accounting principles. Such report will not be qualified or limited in any
     respect.

F.   All of the business and corporate records of VGBK, including but not
     limited to correspondence files, bank statements, checkbooks, savings
     account books, minutes of shareholder and directors meetings. financial
     statements shareholder listings, stock transfer records, agreements and
     contracts.

G.   Such other minutes of VGBK shareholders or directors as may reasonably be
     required by LABTECH.


BY LABTECH

A.   All of the business and corporate records of LABTECH including but not
     limited to correspondence files, bank statements, checkbooks, savings
     account books, minutes of shareholder and directors meetings, financial
     statements, shareholder listings, stock transfer records, agreements and
     contracts required by VGBK to complete their du-diligence


<PAGE>


ARTICLE V

REMEDIES

5.01 ARBITRATION. Any controversy or claim arising out of, or relating to, this
Agreement, or the making, performance, or interpretation thereof, shall be
settled by arbitration in Rochester, New York in accordance with the Rules of
the American Arbitration Association then existing, and judgment on the
arbitration award may be entered in any court having jurisdiction over the
subject matter of the controversy

5.02 TERMINATION. In addition to any other remedies, LABTECH may on or before
the closing date terminate this Agreement. without liability.

     (i)  If any bona fide action or proceeding shall be pending against the
          Shareholders or VGBK on the closing date that could result in an
          unfavorable judgment, decree, or order that would prevent or make
          unlawful the carrying out of this Agreement or if any agency of the
          federal or of any state government shall have objected at or before
          the closing date to the acquisition of VGBK securities by LABTECH or
          to any other action required by or in connection with this Agreement;

     (ii) If at the Closing VGBK failed to do all things required to be
          completed pursuant to the terms of this agreement

5.03 INDEMNIFICATION. The Parties, jointly and severally agree to indemnify the
other against all actual losses, damages and expenses caused by

     (i)  any material breach of this Agreement or any material
          misrepresentation contained herein or

     (ii) any misstatement of a material fact or omission to state a material
          fact required to be stated herein or necessary to make the statements
          herein not misleading.

ARTICLE VI

MISCELLANEOUS


6.01 CAPTIONS AND HEADINGS. The Article and paragraph headings throughout this
Agreement is for convenience and reference only, and shall in no way be deemed
to define, limit, or add to the meaning of any provision of this Agreement.

6.02 NO ORAL CHANGE. This Agreement and any provision hereof, may not be waived.
changed, modified, or discharged orally, but only by an agreement in writing
signed by the party against whom enforcement of any waiver, change.
modification, or discharge is sought.


<PAGE>


6.03 NON WAIVER. Except as otherwise expressly provided herein, no waiver of any
covenant, condition, or provision of this Agreement shall be deemed to have been
made unless expressly in writing and signed by the party against whom such
waiver is charged; and

     (i)  the failure of any party to insist in anyone or more cases upon the
          performance of any of the provisions, covenants, or conditions of this
          Agreement or to exercise any option herein contained shall not be
          construed as a waiver or relinquishment for the future of any such
          provisions, covenants, or conditions,

     (ii) the acceptance of performance of anything required by this Agreement
          to be performed with knowledge of the breach or failure of a covenant.
          condition, or provision hereof shall not be deemed a waiver of such
          breach or failure, and

     (iii)no waiver by any party of one breach by another party shall be
          construed as a waiver with respect to any other or subsequent breach.

6.04 TIME OF ESSENCE. Time is of the essence of this Agreement and of each and
every provision hereof.

6.05 ENTIRE AGREEMENT. This Agreement contains the entire Agreement and
understanding between the parties hereto, and supersedes all prior agreements
and understandings.

6.06 COUNTERPARTS. This Agreement may be executed simultaneously in one or more
counterparts each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

6.07 NOTICES. All notices, requests. demands, and other communications under
this Agreement shall be in writing and shall be deemed to have been duly given
on the date of service if served personally on the party to whom notice is to be
given, or on the third day after mailing if mailed to the party to whom notice
is to be given, by first class mail, registered or certified. postage prepaid,
and properly addressed as follows:

VILLAGE GREEN BOOKSTORES, INC.
------------------------------
E-CAP VENTURES INC.

Morris Diamond: Pres.
Southward Investments
2541 Monroe Ave. Suite 301
Rochester, NY 14618

LABTECH SYSTEM INC.
-------------------
Luiz O. Brasil,  President
2550 Argentia Rd.  Suite 109
Mississauga, Ontario, Canada  L5N 5R1

6.08 BINDING EFFECT. This Agreement shall inure to and be binding upon the
heirs, executors, personal representatives, successors and assigns of each of
the parties to this Agreement .


<PAGE>


6.09 EFFECT OF CLOSING. All representations, warranties, covenants, and
agreements of the parties contained in this Agreement, or in any instrument,
certificate, opinion, or other writing provided for in it, shall be true and
correct as of the closing and shall, survive the closing of this Agreement.

6.10 MUTUAL COOPERATION. The parties hereto shall cooperate with each other to
achieve the purpose of this Agreement, and shall execute such other and further
documents and take such other and further actions as may be necessary or
convenient to effect the transaction described herein.

6.11 THE BUYER hereby acknowledges that with the exception of those certificates
to be issued to Buyer (or its nominee) hereunder, and those to be retained by
the current Shareholders of VGBK, plus to those shareholders that have requested
certificates, no stock certificates have been issued to the other shareholders
(a list of those entitled to same having been kept in book entry form). LABTECK
further acknowledges its obligation to prepare and issue certificates to the
shareholders in the names and amounts appearing on the shareholders list to be
given to Buyer at the Closing.

AGREED AND ACCEPTED AS OF THE DATE FIRST ABOVE WRITTEN.


VILLAGE GREEN BOOKSTORE, INC.



----------------------------------
E-CAP VENTURES INC.
Morris Diamond:
Authorized to bind the company


LABTECH:


----------------------------------
LABTECH SYSTEMS INC.
Luiz O. Brasil.  President
Authorized to bind the company

<PAGE>

                              LABTECH SYSTEMS INC.

                          INTERIM FINANCIAL STATEMENTS



                    For the nine months ended April 30, 2004


<PAGE>


                                GEORGE PARSELIAS

                          Certified General Accountant

          -----------------------------------------------------------

               3353 Chimo Court o Mississauga o Ontario o L5B 4C4
                   Tel: (416) 884-5620 o Fax: (905) 897-9566


                                NOTICE TO READER

To the Shareholders of
Labtech Systems Inc.


I have compiled the Balance Sheet of LABTECH SYSTEMS INC., as at April 30, 2004,
and the Statement of Income and Retained Earnings, and Statement of Changes in
Financial Position for the nine month period ended April 30, 2004, from
information compiled and provided by Management. I have not audited, reviewed or
otherwise attempted to verify the accuracy or completeness of such information.
Reader's of these financial statements are cautioned that the information
contained in these financial statements may not be appropriate for their
purposes.




Dated at Mississauga, Ontario                                George N. Parselias
This 4th day of June, 2004                                   C. G. A.


<PAGE>


LABTECH SYSTEMS, INC.

<TABLE>
<CAPTION>
BALANCE SHEET
========================================================== =============== ================
April 30,                                                            2004             2003
---------------------------------------------------------- --------------- ----------------
                                                                        $                $
ASSETS                                                      [Nine Months]  [Twelve Months]
<S>                                                              <C>              <C>
CURRENT ASSETS
Cash                                                                  100              100
Prepaid Expenses                                                      200               --
Accounts Receivable                                                 5,356            2,106
---------------------------------------------------------- --------------- ----------------

                                                                    5,656            2,206

FIXED ASSETS
Equipment and Fixtures at Net Book Value (Note 3)                   9,306           11,450

INTANGIBLE ASSETS
Research and Development at Net Book Value (Note 4)               420,915          397,512
---------------------------------------------------------- --------------- ----------------

                                                                  435,876          411,168

LIABILITIES

CURRENT LIABILITIES
Bank Indebtedness                                                  49,372           50,335
Accounts Payable and Accrued Liabilities                           12,236            4,432
---------------------------------------------------------- --------------- ----------------

                                                                   61,608           54,767

DEFERRED INCOME TAXES PAYABLE                                      89,208           84,000

LONG TERM LIABILITIES
Advance Due to Shareholders                                        18,879           21,846
---------------------------------------------------------- --------------- ----------------

                                                                  169,696          160,613
---------------------------------------------------------- --------------- ----------------

SHAREHOLDERS' EQUITY

SHARE CAPITAL

AUTHORIZED
Unlimited Number of Common Shares

ISSUED
100 Common Shares                                                     100              100

RETAINED EARNINGS (DEFICIT)                                       266,080          250,455
---------------------------------------------------------- --------------- ----------------

                                                                  266,180          250,555
---------------------------------------------------------- --------------- ----------------

                                                                  435,876          411,168
========================================================== =============== ================
</TABLE>



Approved by the Board of Directors:

         /S/ Luiz Brasil                    /S/ Gustavo Brasil
     ----------------------             ---------------------------
         (Director)                         (Director)

Prepared pursuant to terms of Review engagement - See Notice to Reader Letter

<PAGE>




LABTECH SYSTEMS, INC.

<TABLE>
<CAPTION>
STATEMENT OF INCOME AND RETAINED EARNINGS
=========================================================== =============== ================

April 30,                                                             2004             2003
----------------------------------------------------------- --------------- ----------------
                                                                         $                $
                                                             [Nine Months]  [Twelve Months]
<S>                                                          <C>            <C>
REVENUES
Sales and Consulting Fee Revenues                                  140,357          347,818
----------------------------------------------------------- --------------- ----------------

                                                                   140,357          347,818
----------------------------------------------------------- --------------- ----------------

OPERATING EXPENSES
Advertising and Promotion                                              173            3,630
Amortization of Intangible Assets Expense                           76,613           61,172
Depreciation of Fixed Assets Expense                                 2,144            4,306
Insurance                                                            1,654            3,302
Interest and Bank Charges                                            2,405            3,168
Office Expenses                                                         31            6,132
Professional Fees                                                       --            2,500
Rental Premises and Equipment                                        5,679           41,411
Salaries and Subcontract Wages and Benefits                          3,384           42,224
Travel                                                               9,929            9,992
Telecommunications                                                  16,101           20,720
Other Expenses                                                       1,410           13,451
----------------------------------------------------------- --------------- ----------------

                                                                   119,523          212,011
----------------------------------------------------------- --------------- ----------------
NET INCOME (LOSS) BEFORE TAX                                        20,834          135,807

PROVISION FOR DEFERRED INCOME TAXES                                  5,208           34,000
----------------------------------------------------------- --------------- ----------------

NET INCOME (LOSS) FOR THE YEAR                                      15,625          101,807
----------------------------------------------------------- --------------- ----------------

RETAINED EARNINGS (DEFICIT) AT THE START OF THE YEAR               250,455          148,648
----------------------------------------------------------- --------------- ----------------

RETAINED EARNINGS (DEFICIT) AT THE END OF THE YEAR                 266,080          250,455
=========================================================== =============== ================
</TABLE>


REVIEW ENGAGEMENT - SEE NOTICE TO READER LETTER

<PAGE>

LABTECH SYSTEMS, INC.

<TABLE>
<CAPTION>
STATEMENT OF CASH FLOWS
=========================================================== =============== ================

April 30,                                                             2004            2003
----------------------------------------------------------- --------------- ----------------
                                                                         $               $
                                                             [Nine Months]  [Twelve Months]
<S>                                                          <C>            <C>
SOURCES OF CASH
Net Income for the Year                                             15,625          85,709
Plus Non-Cash Expense of Amortization                               76,613          31,971
Plus Non-Cash Expense of Depreciation                                2,144           6,002
Plus Non-Cash Expense of Deferred Income Tax                         5,208          29,000
----------------------------------------------------------- --------------- ----------------

NET CASH FLOW FROM OPERATIONS                                       99,591         152,682

Increase (Decrease) in Bank Indebtedness                             (963)          15,023
Increase (Decrease) in Accounts Payable                              7,804              (2)
Increase (Decrease) in Prepaid Expense                               (200)              --
Increase (Decrease) in Advances Due to Shareholders                (2,967)         (20,203)
----------------------------------------------------------- --------------- ----------------

                                                                   103,266         147,500
----------------------------------------------------------- --------------- ----------------

APPLICATIONS OF CASH
Purchase of Fixed Assets                                                --              --
Purchase of Intangible Assets                                      100,016         146,004
Increase (Decrease) in Accounts Receivable                           3,250           1,496
----------------------------------------------------------- --------------- ----------------

                                                                   103,266         147,500
----------------------------------------------------------- --------------- ----------------

NET INCREASE (DECREASE) OF CASH FOR THE YEAR                            --              --

CASH BALANCE ON HAND AT START OF YEAR                                  100             100
----------------------------------------------------------- --------------- ----------------

CASH BALANCE ON HAND AT END OF YEAR                                    100             100
=========================================================== =============== ================
</TABLE>


REVIEW ENGAGEMENT - SEE NOTICE TO READER LETTER

<PAGE>


LABTECH SYSTEMS, INC.


NOTES TO THE FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


1.   INCORPORATION
     The company was incorporated on December 30, 1998 under the Ontario
     Business Corporations Act as a private corporation. The company has no
     incorporating restrictions other than being prohibited from offering its
     securities to the public. The company operates a computer software
     development for resale business in conjunction with a computer software
     professional services consulting practice.

2.   SIGNIFICANT ACCOUNTING POLICIES
     These financial statements have been prepared in accordance with generally
     accepted accounting principles, and reflect the following policies:

     a)  Accrual Accounting and Management Estimates
         Revenue and expenses are recorded on an accrual basis. Preparation of
         these financial statements requires management to make estimates and
         assumptions that may affect the stated amounts of assets and
         liabilities and disclosure of contingent assets and liabilities as at
         the reporting date as well as the stated amounts of revenues and
         expenses during the reporting period. Any variations between these
         estimates and actual amounts are not expected to materially affect the
         reported amounts, unless otherwise disclosed.

     b)  Foreign Currency Translation
         All amounts due or payable in a foreign currency are converted to
         Canadian dollar funds based on the exchange rate prevailing at the year
         end date. Revenues and expenses in foreign currency are translated at
         the rate of exchange in existence on the transaction date.

     c)  Cash and Cash Equivalents
         Cash and cash equivalents include cash on hand and balances with banks,
         net of bank overdrafts. Bank borrowings are considered to be financing
         activities.

     d)  Accounts Receivable
         Trade accounts receivable are carried at amounts due, net of a specific
         provision for amounts deemed to be uncollectable on a individual
         account basis.

     e)  Deferred Income Taxes
         Some expenses, mainly related research and development activities, are
         deductible for income tax purposes at rates greater than those recorded
         for accounting purposes. Accelerated tax deduction incentives gives
         rise to timing differences between when an item is expensed for
         accounting purposes and when it is claimed as a deduction for income
         tax purposes. The company follows the deferred income tax allocation
         method of accounting for future income tax liabilities.

     f)  Fixed Assets
         Fixed assets are recorded at cost. Depreciation is provided using the
         declining balance method at rates permissible for income tax purposes
         designed to amortize the assets' cost over their estimated useful
         lives. The following annual depreciation rates are used with one half
         of the rate being applied in the year of acquisition of a new asset:

                  Computer Equipment               30% declining balance basis
                  Furniture and Fixtures           20% declining balance basis


PREPARED PURSUANT TO TERMS OF REVIEW ENGAGEMENT - SEE NOTICE TO READER LETTER

<PAGE>

LABTECH SYSTEMS, INC.


NOTES TO THE FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


2.   SIGNIFICANT ACCOUNTING POLICIES continued

     g)  Research and Development Intangible Assets
         Research and development expense activities undertaken in a fiscal year
         are recorded at cost and are capitalized at the fiscal year end as an
         intangible asset benefiting future years. Amortization commencing in
         the year subsequent to capitalization is provided using the straight
         line method over a five year period which is management's estimate of
         the useful life of the computer software development activity.

3.   FIXED ASSETS

<TABLE>
<CAPTION>
====================================================== ================= ================== ================= ===============
                                                                               Accumulated          2003 Net        2002 Net
                                                                   Cost       Depreciation        Book Value      Book Value
------------------------------------------------------ ----------------- ------------------ ----------------- ---------------
                                                                      $                  $                 $               $
<S>                                                             <C>                <C>               <C>             <C>
Computer Equipment                                               27,734             21,296             6,438           8,086
Furniture and Fixtures                                            7,300              4,433             2,867           3,364
------------------------------------------------------ ----------------- ------------------ ----------------- ---------------

                                                                 35,034             25,728             9,306          15,756
====================================================== ================= ================== ================= ===============

4. RESEARCH & DEVELOPMENT INTANGIBLE ASSETS

====================================================== ================= ================== ================= ===============
                                                                               Accumulated          2003 Net        2002 Net
                                                                   Cost       Amortization        Book Value      Book Value
------------------------------------------------------ ----------------- ------------------ ----------------- ---------------
                                                                      $                  $                 $               $
2000 Fiscal Year Ended R&D                                      100,492             75,369            25,123          40,197
2001 Fiscal Year Ended R&D                                       59,362             32,649            26,713          35,617
2002 Fiscal Year Ended R&D                                      146,004             51,102            94,902         116,803
2003 Fiscal Year Ended R&D                                      204,895             30,734           174,161         204,895
2004 Fiscal Year Ended R&D                                      100,016                 --           100,016              --
------------------------------------------------------ ----------------- ------------------ ----------------- ---------------

                                                                610,769            189,854           420,915         397,512
====================================================== ================= ================== ================= ===============
</TABLE>



PREPARED PURSUANT TO TERMS OF REVIEW ENGAGEMENT - SEE NOTICE TO READER LETTER


<PAGE>


                              LABTECH SYSTEMS INC.

                          AUDITED FINANCIAL STATEMENTS



                        For the year ended July 31, 2003


<PAGE>

                               W.C. (Bill) JORGENS
                               -------------------

                              CHARTERED ACCOUNTANT
                              --------------------

707. 12 LAUR(pound)LCREST ST. BRAMPTON .ONT. -L6S 5V4 .TEL: 905-451-8776 -FAX:
..905-451-0500


AUDITOR'S REPORT


To the Shareholders of Labtech Systems Inc.

I have audited the Balance Sheet of Labtech Systems Inc. as at July 31, 2003 and
the Statement of Income & Retained Earnings and the Statement of Cash Flow for
the year then ended These financial statements are the responsibility of the
Corporation's management My responsibility is to express an opinion on these
financial statements based on my audit.


I conducted my audit in accordance with generally accepted auditing standards.
These standards require that I plan and perform an audit to obtain reasonable
assurance whether the financial statements are free of material misstatement An
audit includes examining on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles and significant estimates made by management, as well as
evaluating the overall financial statement presentation. .


In my opinion, these financial statements present fairly, in all material
respects, the financial position of the Corporation 88 at July 31, 2003 and the
results of its operations and the changes in its financial position for the year
then coded in accordance with the generally accepted accounting principles
described in Note 2 to the financial statements.



                                                 /S/


Dated at Brampton, Ontario              W.C. Jorgens
This 27th day of October, 2003          Chartered Accountant
                                        Ontario Public Accountant License #8150

<PAGE>


LABTECH SYSTEMS, INC.

<TABLE>
<CAPTION>
BALANCE SHEET
=========================================================== =============== ===============

July 31,                                                              2003            2002
----------------------------------------------------------- --------------- ---------------

ASSETS                                                                   $               $
<S>                                                                <C>             <C>
CURRENT ASSETS
Cash                                                                   100             100
Accounts Receivable                                                  2,106           1,738
----------------------------------------------------------- --------------- ---------------

                                                                     2,206           1,838

FIXED ASSETS
Equipment and Fixtures at Net Book Value (Note 3)                   11,450          15,756

INTANGIBLE ASSETS
Research and Development at Net Book Value (Note 4)                397,512         253,789
----------------------------------------------------------- --------------- ---------------

                                                                   411,168         271,383
----------------------------------------------------------- --------------- ---------------

LIABILITIES

CURRENT LIABILITIES
BANK INDEBTEDNESS                                                   50,335          50,274
Accounts Payable and Accrued Liabilities                             4,432           1,497
----------------------------------------------------------- --------------- ---------------

                                                                    54,767          51,771

DEFERRED INCOME TAXES PAYABLE                                       84,000          50,000

LONG TERM LIABILITIES
Advance Due to Shareholders                                         21,846          20,864
----------------------------------------------------------- --------------- ---------------

                                                                   160,613         122,635
----------------------------------------------------------- --------------- ---------------

SHAREHOLDERS' EQUITY

SHARE CAPITAL

AUTHORIZED
Unlimited Number of Common Shares Issued
100 Common Shares                                                      100             100

RETAINED EARNINGS (DEFICIT)                                        250,455         148,648
----------------------------------------------------------- --------------- ---------------

                                                                   250,555         148,748
----------------------------------------------------------- --------------- ---------------

                                                                   411,168         271,383
=========================================================== =============== ===============
</TABLE>


APPROVED BY THE BOARD OF DIRECTORS

      /S/  LUIZ BRASIL                               /S/  GUSTAVO BRASIL
------------------------------                  --------------------------------
          DIRECTOR                                   DIRECTOR


PREPARED PURSUANT TO TERMS OF AUDIT ENGAGEMENT. SEE AUDIT OPINION LETTER


                                                                               2
<PAGE>


LABTECH SYSTEMS, INC.


STATEMENT OF INCOME AND RETAINED EARNINGS
<TABLE>
<CAPTION>
=========================================================== =============== ===============

July 31,                                                              2002            2001
----------------------------------------------------------- --------------- ---------------
                                                                         $               $
<S>                                                                <C>             <C>
REVENUES
Sales and Consulting Fee Revenues                                  347,818         315,059
----------------------------------------------------------- --------------- ---------------

                                                                   347,818         315,059
----------------------------------------------------------- --------------- ---------------

OPERATING EXPENSES
Advertising and Promotion                                            3,630           2,924
Amortization of Intangible Assets Expense                           61,172          31,971
Depreciation of Fixed Assets Expense                                 4,306           6,002
Insurance                                                            3,302           3,087
Interest and Bank Charges                                            3,168           2,234
Office Expenses                                                      6,132          10,062
Professional Fees                                                    2,500           2,299
Rental Premises and Equipment                                       41,411          37,911
Salaries and Subcontract Wages and Benefits                         42,224          69,097
Travel                                                               9,995           4,815
Telecommunications                                                  20,720          14,114
Other Expenses                                                      13,451          15,834
----------------------------------------------------------- --------------- ---------------

                                                                   212,011         200,350
----------------------------------------------------------- --------------- ---------------

Net Income (Loss) Before Tax                                       135,807         114,709

Provision for Deferred Income Taxes                                 34,000          29,000
----------------------------------------------------------- --------------- ---------------

Net Income (Loss) for the Year                                     101,807          85,709
----------------------------------------------------------- --------------- ---------------

Retained Earnings (Deficit) at the Start of the Year               148,648          62,939
----------------------------------------------------------- --------------- ---------------

Retained Earnings (Deficit) at the End of the Year                 250,455         148,648
=========================================================== =============== ===============
</TABLE>


PREPARED PURSUANT TO TERMS OF AUDIT ENGAGEMENT .SEE AUDIT OPINION LETTER


                                                                               3
<PAGE>


LABTECH SYSTEMS, INC.


<TABLE>
<CAPTION>
STATEMENT OF CASH FLOWS
=========================================================== =============== ===============

July 31,                                                              2003           2002
----------------------------------------------------------- --------------- ---------------
                                                                         $              $
<S>                                                                <C>            <C>
SOURCES OF CASH
Net Income for the Year                                            101,807         85,709
Plus Non-Cash Expense of Amortization                               61,172         31,971
Plus Non-Cash Expense of Depreciation                                4,306          6,002
Plus Non-Cash Expense of Deferred Income Tax                        34,000         29,000
----------------------------------------------------------- --------------- ---------------

NET CASH FLOW FROM OPERATIONS                                      201,285        152,682

Increase (Decrease) in Bank Indebtedness                                61         15,023
Increase (Decrease) in Accounts Payable                              2,935             (2)
Increase (Decrease) in Advances Due to Shareholders                    982        (20,203)
----------------------------------------------------------- --------------- ---------------

                                                                   205,263        147,500
----------------------------------------------------------- --------------- ---------------

APPLICATIONS OF CASH
Purchase of Fixed Assets                                                --             --
Purchase of Intangible Assets                                      204,895        146,004
Increase (Decrease) in Accounts Payable                                368          1,496
----------------------------------------------------------- --------------- ---------------

                                                                   205,263        147,500
----------------------------------------------------------- --------------- ---------------

NET INCREASE (DECREASE) OF CASH FOR THE YEAR                            --             --

CASH BALANCE ON HAND AT START OF YEAR                                  100            100
----------------------------------------------------------- --------------- ---------------

CASH BALANCE ON HAND AT END OF YEAR                                    100            100
----------------------------------------------------------- --------------- ---------------
</TABLE>


PREPARED PURSUANT TO TERMS OR AUDIT ENGAGEMENT - SEE AUDIT OPINION LETTER


                                                                               4
<PAGE>

LABTECH SYSTEMS, INC.


NOTES TO THE FINANCIAL STATEMENTS
================================================================================


1. INCORPORATION
The company was incorporated on December 30, 1998 under the Ontario Business
Corporations Act as a private corporation. The company bas no incorporation
restrictions other than being prohibited from offering its securities to the
public. The company operates a computer software development for resale business
in conjunction with computer software Professional services consulting practice.


2. SIGNIFICANT ACCOUNTING POLICIES
These financial statements have been prepared in accordance with generally
accepted accounting principles, and reflect the following policies:


a) ACCRUAL ACCOUNTING AND MANAGEMENT ESTIMATES

REVENUE AND EXPENSES ARE RECORDED ON AN ACCRUAL BASIS. PREPARATION OF THESE
FINANCIAL STATEMENTS REQUIRES MANAGEMENT TO MAKE ESTIMATES AND ASSUMPTIONS THAT
MAY AFFECT THE STATED AMOUNTS OF ASSETS AND LIABILITIES AND DISCLOSURE OF
CONTINGENT ASSETS. AND LIABILITIES AS AT THE REPORTING DATE AS WELL AS THE
STATED AMOUNTS OF REVENUES AND EXPENSES DURING THE REPORTING PERIOD ANY
VARIATIONS BETWEEN THESE ESTIMATES AND ACTUAL AMOUNTS ARE NOT EXPECTED TO
MATERIALLY AFFECT THE REPORTED AMOUNTS, UNLESS OTHERWISE DISCLOSED

b) FOREIGN CURRENCY TRANS]ATION

ALL AMOUNTS DUE OR PAYABLE IN A FOREIGN CURRENCY ARE CONVERTED TO CANADIAN
DOLLAR FUNDS BASED ON THE EXCHANGE RATE PREVAILING AT THE YEAR END DATE.
REVENUES AND EXPENSES IN FOREIGN CURRENCY ARE TRANSLATED AT THE RATE OF EXCHANGE
IN EXISTENCE ON THE TRANSACTION DATE.

c) CASH AND CASH EQUIVALENTS

CASH AND CASH EQUIVALENTS INCLUDE CASH ON HAND AND BALANCE WITH BANKS, NET OF
BANK OVERDRAFTS. BANK BORROWINGS ARE CONSIDERED TO BE FINANCING ACTIVITIES.

d) ACCOUNTS RECEIVABLE

TRADE ACCOUNTS RECEIVABLE ARE CARRIED AT AMOUNTS DUE, NET OF A SPECIFIC
PROVISION FOR AMOUNTS DEEMED TO BE UNCOLLECTABLE ON A INDIVIDUAL ACCOUNT BASIS.

e) DEFERRED INCOME TAXES

SOME EXPENSES, MAINLY RELATED RESEARCH AND DEVELOPMENT ACTIVITIES. ARE
DEDUCTIBLE FOR INCOME TAX PURPOSES AT RATES GREATER THAN THOSE RECORDED FOR
ACCOUNTING PURPOSES. ACCELERATED TAX DEDUCTION INCENTIVES GIVES RISE TO TIMING
DIFFERENCES BETWEEN WHEN AN ITEM IS EXPENSED FOR ACCOUNTING PURPOSES AND WHEN IT
IS CLAIMED AS A DEDUCTION FOR INCOME TAX PURPOSES. THE COMPANY FOLLOWS THE
DEFERRED INCOME TAX ALLOCATION METHOD OF ACCOUNTING FOR FUTURE INCOME TAX.
LIABILITIES.


PREPARED PURSUANT TO TERMS OR AUDIT ENGAGEMENT. SEE AUDIT OPINION LETTER


                                                                               5
<PAGE>


LABTECH SYSTEMS, INC.


NOTES TO THE FINANCIAL STATEMENTS
================================================================================


2. SIGNIFICANT ACCOUNTING POLICIES continued

f) FIXED ASSETS
FIXED ASSETS ARE RECORDED AT COST. DEPRECIATION IS PROVIDED USING THE DECLINING
BALANCE METHOD AT RATES PERMISSIBLE FOR INCOME TAX PURPOSES DESIGNED TO AMORTIZE
THE ASSETS' COST OVER THEIR ESTIMATED USEFUL LIVES. THE FOLLOWING ANNUAL
DEPRECIATION RATES ARE USED WITH ONE HALF OF THE RATE BEING APPLIED IN THE YEAR
OF ACQUISITION OF A NEW ASSET:

         Computer Equipment         30% declining balance basis

         Furniture and fixtures     20% declining balance basis


g) RESEARCH AND DEVELOPMENT  INTANGILE ASSETS
RESEARCH AND DEVELOPMENT EXPENSE ACTIVITIES UNDERTAKEN IN A FISCAL YEAR ARE
RECORDED AT.
COST AND ARE CAPITALIZED AT THE FISCAL YEAR END AS AN INTANGIBLE ASSET
BENEFITING FUTURE YEARS.. AMORTIZATION COMMENCING IN THE YEAR SUBSEQUENT TO
CAPITALIZATION IS PROVIDED USING THE STRAIGHT LINE METHOD OVER A FIVE YEAR
PERIOD WHICH IS MANAGEMENT'S ESTIMATE OF THE USEFUL LIFE OF THE COMPUTER
SOFTWARE DEVELOPMENT ACTIVITY .:

3. FIXED ASSETS

<TABLE>
<CAPTION>
======================================================= ================= =================== ================ ================
                                                                                 Accumulated         2003 Net         2002 Net
                                                                    Cost        Depreciation       Book Value       Book Value
------------------------------------------------------- ----------------- ------------------- ---------------- ----------------
                                                                       $                   $                $                $
<S>                                                              <C>                  <C>             <C>              <C>
Computer Equipment                                                27,734              19,648            8,086           11,551
Furniture and Fixtures                                             7,300               3,936            3,364            4,205
------------------------------------------------------- ----------------- ------------------- ---------------- ----------------

                                                                  35,034              23,584           11,450           15,756
======================================================= ================= =================== ================ ================

4. RESEARCH & DEVELOPMENT INTANGIBLE ASSETS

======================================================= ================= =================== ================ ================
                                                                                 Accumulated         2003 Net         2002 Net
                                                                    Cost        Amortization       Book Value       Book Value
------------------------------------------------------- ----------------- ------------------- ---------------- ----------------
                                                                       $                   $                $                $
2000 Fiscal Year Ended R&D                                       100,492              60,295           40,197           60,296
2001 Fiscal Year Ended R&D                                        59,362              23,745           35,617           47,489
2002 Fiscal Year Ended R&D                                       146,004              29,201          116,803          146,004
2003 Fiscal Year Ended R&D                                       204,895                  --          204,895               --
------------------------------------------------------- ----------------- ------------------- ---------------- ----------------

                                                                 510,753             113,241          397,512          253,789
======================================================= ================= =================== ================ ================
</TABLE>


PREPARED PURSUANT TO TERMS OF AUDIT ENGAGEMENT -SEE AUDIT OPINION LETTER


                                                                               6
<PAGE>



                           VALUE ADDED RESALE PROPOSAL

                                       AND

                                    AGREEMENT


                            BRICK ENTERPRISES LIMITED

                                       1
<PAGE>

                                  INTRODUCTION

BRICK ENTERPRISES LTD. A Canadian company headquartered in the City of
Brantford, Ontario, Canada. BRICK, a specialized consulting firm doing business
with associations and firms in or related to the recreational field, as well as
sports organizations and businesses wishing to do business within the sports
field.

Value of the Brick Partnership

The key executives at BRICK have extensive experience in consulting management
for some of the leading recreational facilities and sports organizations in
North America. The facilities where BRICK executives have been or are directly
involved are:

Ice Gardens @ York University               Oakville SportsCentre
London SportsCentre                         Sarnia Sports & Entertainment Centre
Beaches SportsCentre                        Parc Downsview Park
Lambton Tennis Centre

BRICK is a consultant to the PGA of Ontario and the Ontario Minor Hockey
Association.

BRICK plans to sell Choozmail into the recreation facility market, as well as
sports organizations, Corporate Canada, travel and real estate businesses, etc.

Vision / Mission

Our vision is to become the preferred choice of companies, associations or
individuals seeking a leading edge solution to their internet needs and a
sustainable ongoing revenue source. To accomplish our vision, BRICK develop a
distribution strategy to take Choozmail into the home of every person using an
internet e-mail service in North America.In order to maintain and grow our
Vision, LABTECH and BRICK commit to the following:

"To be viewed by the consumer, advertisers, the media and the recreational
facility industry as a leading edge, results-oriented, preferred source of
quality products and services providing a distinct point of difference."


Our corporate strategy is based on two pillars;

Focus on advance technology with relation to the Internet is instrumental: As
clearly stated by most major companies and leaders in the computer industry,
failure to comprehend the speed and ever changing growth, demand and flexibility
has, and will continue to create an untapped market for new and sophisticated
technology to deal with this growth pattern. With each step forward new
challenges arise that require a neve-ending need for the development of software
and/or hardware to deal with newly created problems. Labtech Systems Inc. will
continue developing software that deals with many of the known problems of
today, not as a bandage but a solution. The initial business focus of the
company will be in customer acquisition.

Manage customer relationships and care for high retention: A high retention
client base will be a strong competitive advantage and the foundation for a
strong company valuation. Financial strength will be based on acquiring new
customers, but more so, the renewal time and time again of existing customers.
With a stable customer base, higher profit margins are evident.


                                       2
<PAGE>

BACKGROUND

For many years people have used various methods to access the internet and their
e-mails. Users log on at home using products such as Hotmail, Google, Sympatico,
etc.. While all of these services provide the basic needs for any user, they do
not provide the value-added benefits that make using e-mail a productive
experience.
The "state of the art"/condition of the industry today is such that while the
current providers of e-mail services give users the basic needs with some added
benefits required to use the product, no company has developed a product to
solve all of the everyday nuisances associated with e-mail programs.


                                       3
<PAGE>

The added features and benefits of Choozmail versus the other products currently
offered by competition provides a significant opportunity to capture a leading
share of the internet e-mail product business.

OBJECTIVES

<TABLE>
<CAPTION>

Revenue projected for fiscal year 2004/05 is expected to be US$8.5mm.  Annual growth is projected as follows:

         2005/06  188%     2006/07  49%     2007/08  16%      2008/09  4%


<S>                                  <C>               <C>                <C>                <C>              <C>
UNITS SOLD                               Year 1             Year 2             Year 3             Year 4            Year 5

HOCKEY CANADA                            20,000             40,000             20,000             20,000           10,000

HOCKEY USA                               10,000             20,000             20,000             10,000           10,000

SOCCER CANADA                            30,000             50,000             75,000            100,000           75,000

SOCCER USA                               60,000            100,000            100,000            100,000           75,000

BASEBALL USA                             30,000             50,000             40,000             30,000           25,000

BASKETBALL USA                           30,000             50,000             40,000             40,000           30,000

GOLF CANADA                               5,000              5,000              5,000              3,000            2,000

GOLF USA                                 30,000             30,000             20,000             20,000           15,000
YEARLY RENEWALS 80%                                        172,000            413,000            586,000          727,000

TOTAL SUBSCRIBERS                       215,000            517,000            733,000            909,000          969,000
TOTAL REVENUE USD                    $8,589,250        $20,654,150        $29,283,350        $36,314,550      $38,711,550
</TABLE>

Our objective, at this time, is to propel the company into a prominent market
position. accomplish this goal we have developed a comprehensive plan to
intensify and accelerate our marketing, distribution and sales activities.

Maximize sales with an extensive campaign to promote our products / services in
the following business channels:

Incorporate Choozmail into the registration
component for various leagues, camps/academies and tournaments operated in
recreational facilities in North America.

Develop revenue generating opportunities for the various sports organizations in
North America. Sell North American corporations on the use of Choozmail as
incentives and gifts for employees and clients. Develop a revenue generating
plan for the ravel industry in North America to reward customers with a
Choozmail account. Develop a revenue generating plan for real estate agents in
North America to reward clients with a Choozmail account when the purchase a
home.


                                       4
<PAGE>

MANAGEMENT TEAM

The BRICK management team consists of individuals whose backgrounds consist of a
combined 47 years of sales & marketing with S.C. Johnson Wax, Ontario PGA, PCO,
Lauridon Sports Management Inc.

RICHARD DOYLE, PRESIDENT
Business Degree, Red River Community College, Winnipeg, Manitoba

Richard's professional experience includes many different areas in the retail,
consumer products manufacturing industry and the golf business. He has been
involved in the development of new channels of business with S. C. Johnson Wax,
including the development of the box store business with Home Depot and Costco.
Richard's management/sales/marketing experience covers many diverse areas.


                                       5
<PAGE>


He researched the development of a TV show for the Ontario PGA. Using his
relationship with Izumi outdoors and their knowledge and expertise of syndicated
television, he developed Around the Green TV. That resulted in increased
awareness of the Ontario PGA which is the number one strategic objective of the
Association. At S. C. Johnson Wax, as an Account Manager, he initiated the
development of a promotion called Tic Tac Cash, which was the single largest
promotion with Shoppers Drug Mart, the company's largest customer.

While working for S. C. Johnson Wax, Richard was involved with Bill Harding.
There he worked with both of him in the execution of many new product launches
including the successful launch of Deep Woods Off!, which went on to become the
number 1 product in the repellent in the heavy-duty category.

Richard enjoyed considerable success as National Sales Manager - Retail at S. C.
Johnson Wax growing business on average by 19% year on year for three
consecutive years, however, he became interested in a new career in the
non-profit/charitable industries. With ideas in mind, Richard pursued a career
with the Ontario PGA as their General Manager. Once he had established a
familiarity in his new environment, he conducted a series of meetings with key
executives in the industry to understand what their needs were as they applied
to sponsorship and advertising in the golf industry. This exercise provided the
opportunity to determine the viability of a variety of products capable of
delivering added value to the target sponsors of the Association.

Richard Doyle has expertise in sales and general management. His sales
experience has allowed him to form relationships with various key executives
across a broad area of the Canadian Corporate community including consumer
products retail and manufacturing, the golf industry, beverage and financial
industry, etc.

Richard's current position requires him to manage all aspects of the operation
of LSMI which includes sales, marketing, finance, education, media relations and
trade and association relationships.

WILLIAM HARDING - CHIEF FINANCIAL OFFICER

Bill has experience in many areas of business. Bill's business experience began
in the consumer products business as the Comptroller for S. C. Johnson Canada.
Following that role he moved on to become the International Finance Manager for
SCJ responsible for Latin and South America.

As a product manager with SCJ Bill launched new products such as Tahiti Bath
Products, Softsoap Liquid Soap, Sesame Street Personal Care Products and Halsa
Haircare Products. Managing these brands involved administering an advertising
and trade program budget of $5.2 million.

In addition to the above new products, Bill also worked on major brands such as
Shout Soil & Stain Remover, Pledge Furniture Products and Bon Ami Cleaning
Products. Bill gained additional experience as the Secretary and Treasurer for
PCO Services - Toronto and the Vice-President and General Manager for Custom
Windows Ltd of Brantford. In those businesses Bill managed companies with sales
in excess of $25.0 million and employees of 380+.

Following his work with corporate Canada, Bill went into business for himself
working with many major Canadian corporations such as Alberto-Culver, McKenzie
Seeds, and Murphy Distributing one of the largest food distributors in Canada.
The BRICK management team will also include 11 individuals or companies to
develop reseller agreements in 11 geographic areas in North America


                                       6
<PAGE>

CURRENT PRODUCT

LABTECH currently offers many technology products with Choozmail being the key
initiative. The technology is state of the art and provides significant
value-added benefits absent in the current competitive environment.

In response to demonstrated needs of our market, new features and benefits are
constantly being developed. These new features and benefits are critical to the
long term viability of Choozmail as our competition will quickly move to meet
our value-added features.

Much of the time and effort at LS is spent on product development, both new and
existing. LABTECH continually examine the role that new products will play in
the growth of the company. In order to promote the speed and effectiveness of
our future development efforts for Choozmail, LABTECH management is committed to
the following

     Providing a fact based market analysis to support our new product
initiatives.

     Delivering a product plus for every new version developed.

     Creating effective and targeted marketing programs to build instant appeal,
awareness and sales.

     Reviewing our products on an ongoing basis to build in a continuous
improvement element.

     To continually research the market segment to identify new and emerging
opportunities.


                                       7
<PAGE>

MARKET ANALYSIS

The internet/e-mail market is growing rapidly. Canada has 647 computers per
every 1,000 inhabitants. In the United States the number is 739. In addition
Canada has 570 internet users per 1,000 population and the United States has
556. (Statistics Canada 2004) Canadians spend 5.1 hours per week on the internet
as compared to 4.2 hours in the USA. (Price Waterhouse Coopers 2000) The highest
usage group to use the internet were the 15 - 19 year old group at 90%
population. The percent of users declined in the older age demographics. Only
13% of seniors 65+ used the internet.

One of the key areas noted in a BBC news article in a recent study by Symantec
was that a significant amount of children were uncomfortable with what they
received in their e-mails. The study showed that 80% received sweepstakes
messages, 62% received information on dating services and 47% received links to
pornographic sites. 20% of the children who received these messages opened and
read them.

The area of biggest growth in the e-mail/internet market is in the area of
youth/children.

CUSTOMER PROFILE

BRICK's targeted market includes all age demographics but emphasis will be
placed on the youth and children age groups. The typical customer of choozmail
will be parents which want an e-mail system with strong guidelines for parental
control. A system that cannot be compromised.

A partial list of target customers includes:

Sports leagues, camps/academies and tournaments Sports organizations

BRICK currently operates a number of recreational facilities. In each of these
facilities there are a number of adult, youth and female leagues operating on a
year round basis in ice, turf and court sports. These customers will be offered
a Choozmail account as a part of their registration package. In addition, BRICK
will make a Choozmail account part of each players registration for each
camp/academy. Tournament organizers will be offered the opportunity to make
additional revenue by offering a Choozmail account to each player and coach.

BRICK will approach amateur sports associations across North America to enable
them to offer Choozmail to their registrants as a fund raiser. Each association
will be offered a commission for each Choozmail account they sell. Currently
there are over 65mm youth registered in amateur athletics in North America.

BRICK will approach various major corporations to offer Choozmail to their
employees as year end gifts, Family Day gifts, charitable events, customer
gifts, etc. with a portion of the proceeds going to the corporations designated
charity.

BRICK will secure agreements with various major travel agents to offer
Choozmail as an incentive to book various programs. Once again a portion of the
revenue will go towards the travel association or agencies designated charity.

BRICK will work with various real estate agencies to offer home purchasers a
free gift of a Choozmail account. Currently there are 9mm homes sold in North
America every year.

BRICK will develop a network of agents across North America to access the
potential opportunities. Current plans call for 5 agents in Canada: West (2),
Ontario (1), Quebec (1) and Atlantic Canada (1). In the USA the plan calls for 6
agents: Northeast (1), Midwest (1), Northwest (1), Southeast (1), South (1),
Southwest (1). Incremental agents will be added as the development of the
business expands.


                                       8
<PAGE>

COMPETITION

Companies that compete in this market are:

AOL, MSN, Google, Netscape, Verizon, Sympatico, Rogers, AT&T

(A complete competitive analysis will be developed)

Compared to competitive products our product will be the most innovative and
benefit laden product on the market. The parental controls, spamming blockers
and remote file management features, combined with the other key features
provide the most comprehensive product available to consumers.

Our strategy for dominating the competition is to continually provide a
significant point of difference to all of our competitors. Each version of
Choozmail will contain a product plus the continues to differentiate us and
allows Choozmail to maintain a leading edge position.


                                       9
<PAGE>


RISK

The top business risks that Choozmail faces as it begins to expand into the
North American mass market are as follows:

State of the art in the technology business is momentary. Our competition can
develop products with the same features quickly. Choozmail will be marketed
initially at the grass roots level as opposed to some of the major marketing
campaigns of our competition

MARKETING PLAN

Responses from current customers indicate that our product is enjoying an
excellent reputation and we fully intend to continue this trend. Inquiries from
prospective customers suggest that there is considerable demand for it.

The BRICK marketing strategy is to enhance, promote and support the fact that we
are the premier product in the e-mail business in North America. This gives us a
unique positioning in the industry due to the fact that our product has a
significant point of difference in the perception of the users of our product

A key platform in our marketing strategy will be our association with
recreational facilities. We will use the database of current users to begin our
marketing campaign. Users of the various products will receive a Choozmail
account as a part of their registration for various programs. BRICK haS
developed a loyalty program that ties all of the databases of our managed
facilities together to offer users the opportunity to receive discounts on our
product and service

The overall marketing plan for our product is based on the following
fundamentals:

We are in the business to make money and add to add revenue to our investors. We
will add current and relevant products to our inventory.
We will access the market through the events and products offered at our
facilities as well as the associations that use them.

SALES STRATEGY

BRICK will take Choozmail to the North American consumer through a very grass
roots program initially. One of the key initiatives of the sales strategy will
be to offer associations, non-profit groups and charities the opportunity to
build their revenue through a commission system. BRICK will provide a flat fee
commission for every Choozmail account sold by these groups.

BRICK will work with each group to develop marketing materials specific to their
opportunity and develop with them a sales pitch to be conveyed to their members.

BRICK will also approach major corporations and various business industries with
the opportunity to offer to their employees and customers Choozmail at a
discounted rate or as gifts. In order to ensure a rapid impact on the market,
BRICK will engage various sales people in strategic geographic locations to
ensure maximum market coverage and penetration. Initially sales people will be
hired in the population centers that are the largest and have the highest
concentration of corporate headquarters.


                                       10
<PAGE>

Once those markets have been secured, BRICK will begin the process of moving to
secondary markets.

The market will be approached through various means. Initially, the product will
be featured at various recreational facilities to the members and users. This
will allow us to get a quick understanding of the support for the product and
adjustments that may be required to the product features and benefits.

Other means of ensuring a complete sales coverage will be as follows:
In-person sales visits
Direct mail campaigns (database lists)
Internet promotion
Targeted magazine advertising (i.e. Boys Scouts flyer, Hockey Canada Magazine,
etc.)


                                       11
<PAGE>

DISTRIBUTION CHANNELS

BRICK's marketing strategy incorporates plans to sell Choozmail through several
channels. The major channels will be amateur athletic associations, district
school boards, real estate associations, the travel industry and major corporate
headquarters. The determining factors in choosing these channels are that they
have in each case large member bases, millions of revolving customers, a
significant need to protect themselves and their clients from unwanted and time
wasting information or large employee counts.
Our mix of distribution channels will give us the advantages over our
competition because our campaign will be direct to door as opposed to a build it
and they will come attitude. With the various e-mail programs on the market
today our direct to customer approach gives us a distinct advantage.

ADVERTISING AND PROMOTION

Our advertising and promotion strategy is to position Choozmail as the leading
product in the market.

We will utilize the following media and methods to drive
our message home to our customers: Direct mail to databases. Targeted trade
magazines. Internet promotion on all of our web sites.

     o    Public Relations
     o    Our publicity efforts are intended to accomplish the following:
     o    Position Choozmail as the leading edge in providing products and
          services for the e-mail market.
     o    Increase the Choozmail reputation and name recognition among
          managers/buyers/customers in our target sponsor industries.
     o    Communicate on a regular basis with four target publics.
     o    BRICK will track, wherever possible, the incremental revenue generated
          from our advertising, promotion and publicity efforts.

FEE AND COMPENSATION SCHEDULE

All fees, compensation and/or commissions are stated in US Dollars - applicable
taxes not included.

<TABLE>
<CAPTION>
--------------------------- --------------------- --------------- ----------------------------------------
NUMBER OF UNITS             COVERED BY THIS       MSRP PER UNIT   VAR PRE-PURCHASE PRICE PER UNIT
                            AGREEMENT
--------------------------- --------------------- --------------- ----------------------------------------
<S>                         <C>                   <C>             <C>
New Subscription            x                     $    39.95      $   29.95 per unit
--------------------------- --------------------- --------------- ----------------------------------------
Renewals                    x                     $    39.95      $   25.95 per renewal
--------------------------- --------------------- --------------- ----------------------------------------
</TABLE>


CONCLUSION

BRICK enjoys an established track-record of excellent support and service for
our customers. Their expressions of satisfaction and encouragement are numerous,
and we intend to continue our advances and growth in the event facility
marketplace with more unique and effective products and services


                                       12
<PAGE>

THIS VALUE ADDED RESALE PROPOSAL SHALL BE ATTACHED TO AND FORM A PART OF THE
CONTRACT PRESENTED BY AND SIGNED AND ACCEPTED BY LABTECH SYSTEMS INC. AND BRICK
ENTERPRISES LTD.


                                       13
<PAGE>

SERVICE AGREEMENT FOR LABTECH SYSTEM'S CHOOZMAIL                             VAR

DATE:                         June 1, 2004
SERVICE PROVIDER:             Labtech Systems Inc.
                              3950 Worthview Place, Mississauga, Ontario,
                              Canada L5N 6S7
PRODUCT:                      CHOOZMAIL
PURCHASER:                    Brick Enterprises Ltd. (BE)
                              11 Ventnor Court, Brantford, Ontario N3R 6L8

--------------------------------------------------------------------------------

This is a Service Agreement (the "Agreement") by and between Labtech Systems
Inc. (LS) and Brick Enterprises Ltd. (Company) for the exclusive rights to sell
and distribute CHOOZMAIL as a registered and licensed VAR primarily in the
Sports and Recreation category in North America. Non-exclusive rights in
specific Secondary channels may include the following: Travel Industry
(airlines; hotels; car rentals); Charitable Associations (Cancer; Heart and
Stroke; MS, etc.); School Boards (regional and district); Mail order houses;
Telemarketing companies; and, Corporate headquarters (Canada's top 250; USA Top
500).


1.   SERVICES AND FEES
     LS agrees to provide Company CHOOZMAIL described on Schedule A and Company
     agrees to pay the fees stated on Schedule A. Company is, for a period of 12
     months, established as an exclusive value added reseller (VAR) as stated
     above. Company will have the exclusive rights to market and sell all
     CHOOZMAIL products and services for the North American Sports and
     Recreation channel. Company will be responsible for the marketing and
     selling of the applications products and Services in the agreed to
     channels. Further, Company will, for the next 12-months, have non-exclusive
     rights in channels shown above. Company agrees to provide sufficient staff
     to represent LS products (specifically CHOOZMAIL) and services in the
     aforementioned channel. Company agrees to inform LS of all acquisition
     plans in the event there is a potential crossover into other
     categories/channels where specific exclusivity rights of other VARs may be
     inadvertently infringed upon. The decision of LS in these matters is final.

2.   SERVICE DELIVERY
o    LS will provide the Company with CHOOZMAIL CD-ROMs in bulk as described on
     Schedule A or an alternative means of registration.
o    Any requests by Company for the acquisition of additional Services and/or
     the reconfiguration of existing and/or new data, other than that
     contemplated above shall be billed to Company based on LS's rates of US$
     75.00/hour. LS shall require Company to enter into and sign a separate
     Service Agreement with LS.

3.   PAYMENT
o    Upon execution of this Agreement by Company, Company agrees to pay LS 50%
     of each pre-purchased unit upon delivery by LS. Company agrees to pay LS
     net 30 days all balances for each and every order.
o    Schedule A is expressed in US dollars.
o    All rates as quoted in Schedule A will remain in effect for a full 12
     months commencing with the signing of this agreement.

4.   OWNERSHIP
o    Company owns all data information input and collected within the Dynamic
     Hub plug-in options purchased by Company.
o    Ownership of the Proprietary Software (Plug-in) and Hardware shall at all
     times remain with LS and Company shall not have any right, title or
     ownership interest with these plug-in options.
o    Company acknowledges and agrees that LS's Hardware and Proprietary Software
     contain proprietary information, which is of value to LS. Company covenants
     that it shall not reverse engineer or tamper in any way with LS's Hardware
     and/or Proprietary Software, nor counsel, procure or assist anyone else to
     do the same.
o    LS and Company agree that, with 30 days notice and within the term of this
     agreement, this agreement may be assigned to a mutually approved company
     who will assume all liabilities of Company upon assignation of ownership
     and all obligations.

5.   PRODUCT MARKING
o    Company acknowledges that LS's Hardware will contain both LS's Trademark
     Notice, denoting LS's exclusive right, title and interest in and a notice
     of property ownership. Company agrees that it shall not remove, destroy,
     alter or cover up LS's Trademark Notice or property notice, nor counsel,
     procure or assist anyone else to do the same.


                                       1
<PAGE>

6.   PERFORMANCE
o    Company acknowledges that a minimum of 75,000 units/subscriptions will be
     purchased/sold in the12 month period commencing with the beginning of this
     Agreement. In the event this benchmark is not attained, LS reserves the
     right to reconsider the exclusive arrangement in the aforementioned
     category for the next term of a new agreement.

7.   SUPPORT
o    LS shall perform all first level technical support required during
     delivery, as well as provide 12 hours on site training, answer all
     reasonable questions that Company may have regarding the use and support of
     choozmail and any/all applicable LS Services.
o    While LS is not required to provide any other support, Company may request,
     at its sole option for LS to provide, at its sole discretion, any and all
     technical support and Company shall pay to LS the rates and fees of US $
     75.00/hour.
o    If such support is required to be delivered outside of LS's service area,
     Company shall pay for LS's reasonable travel, per diem subsistence and
     other expenses where such have not already been provided by Company.
o    LS shall submit an invoice for any support provided to Company that LS is
     entitled to charge for and any permitted expenses incurred.

8.   MAINTENANCE
o    During the Term, LS shall use reasonable efforts to correct any Hardware
     and/or Proprietary Software malfunctions identified by Company which can be
     repeated by LS, provided however that under no circumstances does LS
     warrant or represent that all errors can or will be found or corrected.

9.   LIMITATION OF LIABILITY
o    Under no circumstances shall LS, its shareholders, directors, officers,
     employees, agents or persons for whom LS is responsible for at law, be
     liable for any incidental, special, indirect, direct or consequential
     damages or loss of profits, interruption of business or related expenses
     incurred by Company which may arise out of the use of the hardware and
     proprietary software, whether or not LS was told of the possibility of such
     damage or injury and including but not limited to those resulting from
     defects in the hardware and proprietary software or loss or inaccuracy of
     data of any kind. In any case, LS shall not be liable for any amount in
     excess of the amounts LS has been paid during the preceding twelve (12)
     months.
o    LS shall not be liable to Company for any delay or failure in the
     performance of this Agreement or for loss or damage of any nature
     whatsoever suffered by Company due to disruption or unavailability of
     communication facilities, utility or Internet service provider failure,
     acts of war, unavailability of energy sources or any other causes beyond
     LS's reasonable control.

10.  TERM AND TERMINATION
o    This Agreement will commence upon execution and shall continue until
     terminated.
o    Either party may agree to renew this Agreement within 60 days written
     notice of the anniversary date of this Agreement.
o    In the event that either party declines to offer an option for renewal,
     written notice must be submitted within 60 days of the Agreement's
     anniversary date.
o    In the event that Agreement is not renewed, LS agrees to continue
     remuneration for any and all renewals to Company for as long as LS offers
     and supports choozmail - unless termination of Agreement is due to improper
     conduct by Company that cannot be resolved by both parties within 45 days
     of notice of intent not to renew. In the event this leads to legal action
     by either party, all renewal remuneration for Company, per any current
     Agreement, will be placed in escrow until such time as mutual agreement is
     reached by LS and Company.
o    Within ten (10) days after termination of this Agreement, Company shall:
     o    Return any and all hardware, proprietary software obtained from LS as
          a result of this Agreement to LS.
     o    Pay any and all outstanding fees and expenses incurred by LS in
          fulfilling any support requested by Company.
--------------------------------------------------------------------------------


                                       2
<PAGE>

IF THIS AGREEMENT IS ACCEPTABLE, PLEASE SIGN BELOW.

<TABLE>
<CAPTION>
<S>                                                                     <C>
BRICK ENTERPRISES LTD.                                                  LABTECH SYSTEMS INC.

                         /S/ Richard Doyle                                                    /S/ Luiz O Brasil
--------------------------------------------------------------------    ------------------------------------------------------------
 Signature of Authorized Representative                                  Signature of Authorized Representative

                           Richard Doyle                                                         Luiz Brasil
--------------------------------------------------------------------    ------------------------------------------------------------
 Name of Authorized Representative                                       Name of Authorized Representative

                             President                                                            President
--------------------------------------------------------------------    ------------------------------------------------------------
 Title of Authorized Representative                                      Title of Authorized Representative

                           May, 26, 2004                                                        May, 31, 2004
--------------------------------------------------------------------    ------------------------------------------------------------
 Date                                                                    Date
</TABLE>


SCHEDULE A - FEE AND COMPENSATION SCHEDULE

<TABLE>
<CAPTION>
All fees, compensation and/or commissions are stated in US Dollars - applicable taxes not included.
--------------------------- --------------------- --------------- ---------------------------------------- -------------
<S>                         <C>                   <C>             <C>                                      <C>
Number of units             Covered by this       MSRP per unit   VAR Pre-purchase Price per unit
                            Agreement                                                                      Notes
--------------------------- --------------------- --------------- ---------------------------------------- -------------
1 - 75,000 units            x                     $    39.95      $   29.95 per unit

--------------------------- --------------------- --------------- ---------------------------------------- -------------
75,001 - 150,000 units      x                     $    39.95      $   29.95 per unit and, based upon the
                                                                  MSRP at the time
--------------------------- --------------------- --------------- ---------------------------------------- -------------
150,001 units and up        x                     $    39.95      $   29.95 per unit and, based upon the
                                                                  MSRP at the time
--------------------------- --------------------- --------------- ---------------------------------------- -------------
<CAPTION>
As stated on the first page of this Agreement, the term of this Agreement is for a period of no less than one year .

In the event that future agreements are entered into between LS and Company, the following table will show the planned
remuneration Schedule commencing with the second, 12-month Agreement with Company:
--------------------------- --------------------- --------------- ---------------------------------------- -------------
<S>                         <C>                   <C>             <C>                                      <C>
Number of units             Covered by this       MSRP per unit   VAR Pre-purchase Price per unit
                            Agreement                                                                      Notes
--------------------------- --------------------- --------------- ---------------------------------------- -------------
1 - 75,000 (new) units++    x                     $    39.95      $    29.95 per unit and, based upon
                                                                  the MSRP at the time

--------------------------- --------------------- --------------- ---------------------------------------- -------------
75,001 (new) units and      x                     $    39.95      $    29.95 per unit and, based upon
up++                                                              the MSRP at the time

--------------------------- --------------------- --------------- ---------------------------------------- -------------
1 - 75,000 (renewal)        x                     $    39.95      $    25.95 per unit and, based upon
units*                                                            the MSRP at the time

--------------------------- --------------------- --------------- ---------------------------------------- -------------
75,001 (renewal) units      x                     $    39.95      $    25.95 per unit and, based upon
and up*                                                           the MSRP at the time

--------------------------- --------------------- --------------- ---------------------------------------- -------------
</TABLE>

++   Brand new subscriptions only.
*    Subscription renewals only.


                                       3